Common use of Adjustment of each Fixed Settlement Rate Clause in Contracts

Adjustment of each Fixed Settlement Rate. (a) Each Fixed Settlement Rate shall be adjusted (without duplication) if certain events occur: (i) In the event of an issuance of Common Stock as a dividend or other distribution to all holders of the Common Stock or as a result of a subdivision or combination of the Common Stock, each Fixed Settlement Rate in effect at the opening of business on the record date for such dividend or other distribution shall be adjusted based on the following formula: SR1 =SR0 X (OS1 / OS0) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the record date for such dividend or distribution or immediately prior to the open of business on the effective date for such subdivision or combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such record date or such effective date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such record date or such effective date, as the case may be, in each case, prior to giving effect to such event; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event. Such adjustment shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such subdivision or combination. If any dividend or distribution of the type described in this Section 5.05(a)(i) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Fixed Settlement Rates shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivided or combine the outstanding shares of Common Stock, as the case may be, to the Fixed Settlement Rates that would then be in effect if such dividend, distribution, subdivision or combination had not been declared or announced. (ii) In the event of an issuance to all holders of the Common Stock rights, options or warrants (other than pursuant to any dividend reinvestment or share purchase plans) entitling them to subscribe for or purchase shares of Common Stock for a period expiring 45 days or less from the date of issuance of such rights, options or warrants at a price per share of Common Stock less than the Current Market Price on the record date for such issuance, each Fixed Settlement Rate shall be increased based on the following formula: SR1 = SR0 X (OS0+X) / (OS0+Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the record date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such record date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such issuance;

Adjustment of each Fixed Settlement Rate. (a) Each Fixed Settlement Rate shall be adjusted (without duplication) if certain events occursubject to the following adjustments: (i) In If the event of an issuance of Company issues Common Stock as a dividend or other distribution on the Common Stock to all or substantially all holders of the Common Stock or as a result of a subdivision or combination of the Common Stock, each or the Company effects a share split or share combination, the Fixed Settlement Rate in effect at the opening of business on the record date for such dividend or other distribution shall be adjusted based on the following formula: SR1 == SR0 X x (OS1 / OS0) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the record date Record Date for such dividend or distribution or immediately prior to the open of business on the effective date Effective Date for such subdivision share split or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such record date Record Date or such effective dateEffective Date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such record date Record Date or such effective dateEffective Date, as the case may be, in each case, prior to giving effect to such event; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event. Such Any adjustment made pursuant to this clause (i) shall become effective immediately after as of the close of business on (x) the record date Record Date for such dividend or distribution, other distribution or immediately after (y) the open of business on the effective date Effective Date for such subdivision share split or combinationshare combination becomes effective, as applicable. If any dividend or distribution of the type described in this Section 5.05(a)(iclause (a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Fixed new Maximum Settlement Rates Rate shall be immediately readjusted, effective as of on the date that the Board of Directors determines not to pay or make such dividend or distribution, or subdivided or combine the outstanding shares of Common Stock, as the case may be, to the Fixed Maximum Settlement Rates Rate that would then be in effect if such dividend, distribution, subdivision dividend or combination distribution had not been declared or announced.declared (ii) In If the event of an issuance Company distributes to all holders of the Common Stock any rights, options or warrants (other than pursuant to any dividend reinvestment or share purchase plans) entitling them for a period of not more than 45 calendar days after the date of distribution thereof to subscribe for or purchase shares of Common Stock for a period expiring 45 days or less from the date of issuance of such rightsStock, options or warrants in any case at a an exercise price per share of Common Stock less than the Current Market Closing Price of the Common Stock on the record Business Day immediately preceding the date for of the time of announcement of such issuance, each the Fixed Settlement Rate shall be increased based on the following formula: SR1 = SR0 X x (OS0+XOS0 + X) / (OS0+Y( OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the record date Record Date for such issuancedistribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such record dateRecord Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date Record Date for such distribution; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the quotient of (A) the aggregate price payable to exercise such rights, options or warrants divided by (B) the average of the Closing Prices of the Common Stock for the 10 consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of announcement for the issuance of such rights, options or warrants. If any right, option or warrant described in this clause (ii) is not exercised or converted prior to the expiration of the exercisability or convertibility thereof (and as a result no additional shares of Common Stock are delivered or issued pursuant to such rights, options or warrants), the new Fixed Settlement Rate shall be readjusted, as of the date of such expiration, to the Fixed Settlement Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery or issuance of only the number of shares of Common Stock actually delivered. For purposes of this clause (ii), in determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of the Common Stock at a price per share of Common Stock less than the Closing Price of the Common Stock on the Business Day immediately preceding the date of the time of announcement of such issuance;, and in determining the aggregate price payable to exercise such rights, options or warrants, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise or conversion thereof, with the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors. Any increase to the Fixed Settlement Rate made under this clause (ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such distribution. (iii) (1) If the Company distributes shares of capital stock, evidences of indebtedness or other assets or property of the Company to all holders of Common Stock (excluding (x) any dividend, distribution, rights, warrants or options as to which an adjustment was effected pursuant to clause (i) or (ii) above, (y) any dividend or distribution paid exclusively in Cash, and (z) any Spin-Off to which the provisions in clause (iii)(2) below apply), the Fixed Settlement Rate shall be increased based on the following formula: SR1 = SR0 x XX0 / (XX0 - FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; SP0 = the Closing Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined in good faith by the Board of Directors), on the Record Date for such dividend or distribution, of the shares of capital stock, evidences of indebtedness, assets or property so distributed, expressed as an amount per share of Common Stock. Notwithstanding the foregoing, if “FMV” (as defined above) exceeds “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Purchase Contract shall receive, for each Purchase Contract, at the same time and upon the same terms as holders of shares of Common Stock, the amount of such distributed shares of capital stock, evidences of indebtedness or other assets or property that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate on the Record Date for such dividend or distribution

Adjustment of each Fixed Settlement Rate. (a) Each Fixed Settlement Rate shall be adjusted (without duplication) if certain events occursubject to the following adjustments: (i) In If the event of an issuance Company exclusively issues shares of Common Stock as a dividend or other distribution to on all holders of the Common Stock or as a result of a subdivision or combination substantially all of the Common Stock, or if the Company effects a share split or share combination, each Fixed Settlement Rate in effect at the opening of business on the record date for such dividend or other distribution shall be adjusted based on the following formula: SR1 == SR0 X (× OS1 / OS0) OS0 where, SR0 = the such Fixed Settlement Rate in effect immediately prior to the close of business on the record date for Record Date of such dividend or distribution other distribution, or immediately prior to the open of business on the effective date for of such subdivision share split or share combination, as the case may beapplicable; SR1 = the such Fixed Settlement Rate in effect immediately after the close of business on such record date Record Date or immediately after the open of business on such effective date, as the case may beapplicable; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such record date Record Date or immediately prior to the open of business on such effective date, as the case may be, in each case, prior to giving effect to such eventapplicable; and OS1 = the number of shares of Common Stock that would be outstanding immediately afterafter giving effect to such dividend, and solely as a result ofdistribution, such eventshare split or share combination. Such Any adjustment made under this clause (i) shall become effective immediately after the close of business on the record date Record Date for such dividend or other distribution, or immediately after the open of business on the effective date for such subdivision share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 5.05(a)(iclause (i) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Fixed Settlement Rates shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay or make such dividend or distribution, or subdivided or combine the outstanding shares of Common Stock, as the case may be, to the Fixed Settlement Rates that would then be in effect if such dividend, distribution, subdivision dividend or combination distribution had not been declared or announceddeclared. (ii) In If the event of an issuance Company issues to all or substantially all holders of the Common Stock any rights, options options, warrants or warrants other securities (other than rights, options, warrants or other securities pursuant to any a dividend reinvestment or reinvestment, share purchase plans) or similar plan), entitling them to subscribe for or purchase shares of the Common Stock for a period expiring within 45 days or less from the date of issuance of such rights, options options, warrants or warrants other securities at a price per share of Common Stock that is less than the Current Market Price on calculated as of the record date Record Date for such issuance, each Fixed Settlement Rate shall be increased based on the following formula: SR1 = SR0 × OS0 + X (OS0+X) / (OS0+Y) OS0 + Y where, SR0 = the such Fixed Settlement Rate in effect immediately prior to the close of business on the record date Record Date for such issuance; SR1 = the such Fixed Settlement Rate in effect immediately after the close of business on such record dateRecord Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such issuanceRecord Date;